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The Constitution

The Constitution

1. TITLE

The organisation shall be known as the BPA (Birmingham Publicity Association) unless a majority of the membership present and voting at a General Meeting agree to a proposed name change. The organisation will embrace the following catchment area: 

West Midlands conurbation the seven metropolitan boroughs: the City of Birmingham, the City of Coventry, and the City of Wolverhampton, Dudley, Sandwell, Solihull, and Walsall.

2. OBJECTIVES 

The objectives of the Association shall be: 

i. To bring together those concerned in the business of media and marketing communications in all its aspects and to encourage, both among members and externally, a wider understanding of the industry and the promotion of best practice, standards and ethics. 

ii. To promote, arrange, organise and/or hold workshops, exhibitions, lectures, classes, conferences, tours or any other function for the furtherance of better communications, practice. 

iii. To meet socially to provide networking opportunities between members and to encourage their exchange of views, opinions and experiences. 

iv. To act as a gateway to affiliate organisations, including NABS, other Publicity clubs and the IPA. 

v. To promote best practice, standards and ethics and to advocate compliance with the British Code of Advertising Practice among advertisers, advertising agencies and media 

vi. To contribute at the discretion of the Council to the funds of Charitable organisations both local and national.

vii. To speak as the voice of the Midlands' marketing communication industry. 

3. MEMBERSHIP (of council members)

i. Any person over 18 years of age and of good standing who is or has been engaged in the business of advertising or any of its allied activities either technically or professionally and who is genuinely interested in furthering the objects of the Association shall be eligible for membership. 

ii. The Association may, in a General Meeting, elect Honorary Members in recognition of special services to the Association or on the grounds of their eminence, long association with media and marketing communications industry or ability to further the Association's work. Honorary members shall be exempt from payment of subscriptions if they wish but shall be entitled to all privileges of members. 

iii. All applicants for membership shall be in a form approved by the Council of the Association and shall be counter-signed by a proposer and seconder both of whom shall be members of the Association. 

iv. The Council of the Association shall consider applications for membership. Council will elect applicants for Membership on a majority vote of those present and voting at the Council Meeting, which considers the application. In all cases, membership shall be for a period of twelve calendar months from the date of election and renewable annually on that date. 

4. SUBSCRIPTIONS (general membership)

Subscription rates and joining fees shall be proposed by a majority of Council and voted upon at a General Meeting of the membership. Subscriptions are renewable annually and membership shall be deemed lapsed if payment is not received within 60 days. Lapsed members seeking re-election and new members will be obliged to pay the current joining fee. 

5. MANAGEMENT 

i. The Governing body of the Association shall be a Council consisting of up to sixteen members in addition to the elective officers of the Association. This Council shall be elected by ballot at the Annual General Meeting and members shall not serve for a period of longer than two years unless re-elected. 

ii. The officers of the Association shall be: President Chairman Secretary Treasurer and a Vice Chairman who shall be elected by Council at the first Council Meeting after each AGM. 

iii. The Officers of the Association shall be elected at each Annual General Meeting and shall be by virtue of their office be members of the Council of the Association. 

iv. The same person shall not hold the office of President for two consecutive years unless re-elected. It shall be the role of the President to: 

• Serve as the figurehead for the Association 

• Share the ceremonial duties required in conjunction with the Chairman 

• Offer strategic advice to fellow officers and to serve and attend Council meetings 

• Act as the Association's key Ambassador with support of the Chairman to key groups, individuals and organisations on behalf of the Association. 

v. In the event of a vacancy occurring in any of the offices of the Association such vacancy shall be filled until the next Annual General Meeting under the authority of the Council. 

vi. Where the nominations for any elective office for membership of Council exceed the number of vacancies, election will be by ballot. 

vii. Nominations shall be made by members of the Association in writing and must be delivered to the Secretary of the Association together with the nominee's assent not less than fourteen days prior to the date of the Annual General Meeting. A ballot shall be conducted under the direction of three members not themselves nominated either for an elective office of the membership of the Council. The Chairman shall appoint these three members. 

viii. The Council shall meet at least six times a year at such intervals as shall be decided by them to conduct business of the Association. 

ix. An attendance of five members of the Council shall constitute a quorum.

x. The Chairman shall take the chair at all General Meetings and at meetings of the Council and shall ensure that the business of such meetings is properly conducted. 

xi. The Chairman and President shall be responsible for the safe custody of their respective chain of office, during their period of office. 

xii. The Chairman and President shall be authorised to sign contracts on behalf of the Association following a duly authorised and minuted decision to enter into such a contract is made by the Council or by the Association in a General Meeting. 

xiii. In the absence of the Chairman, the Vice-Chairman shall take the chair at General Meetings and meetings and shall be vested with the powers and duties of the elected Chairman. 

xiv. In the absence of the Chairman and Vice-Chairman, a member must be elected by the meeting to take the chair at General Meetings and meetings and shall be vested with the powers and duties of the elected Chairman. 

xv. The Council may appoint such committees or sub-committees, as they think fit, and shall also have power to call upon any members of the Association to serve thereon. 

6. SECRETARY AND TREASURER 

i. It shall be the duty of the Secretary to keep minutes of each General Meeting and of meetings of the Council, so to conduct the correspondence pertaining to his office and to keep the records of the Association.

ii. It shall be the responsibility of the Treasurer to keep proper books of Account and to collect all sums due. To pay accounts on the order of Council. To make reports to submit annual accounts, which have been duly audited in accordance with arrangements, determined by Council to the members at the Annual General Meeting. Such accounts are to be in writing and are to be filed by the Secretary as part of the proceedings of meetings. 

iii. All monies received by the Treasurer shall be paid into the Association's bank account and all cheques drawn on this account shall be signed by the Treasurer and by another member of the Council who is so authorised by the Council. 

7. GENERAL MEETING 

i. The Annual General Meeting shall be held each year between 1st March and 31st May. 

ii. Extraordinary General Meetings may be convened at the discretion of Council or at the written request of not less than twelve members who shall state the reason for their request. Details of such a request shall be circulated to the members with the notice of the meeting at least fourteen days before the date of the meeting. No other business shall be discussed at an Extraordinary General Meeting except that for which the meeting was called. Such a requisitioned meeting shall be held within twenty-eight days of the date of delivery of the requisition to the Secretary of the Association. 

iii. Questions arising at any such meeting shall be decided by a majority of votes. In the case of equality of votes, the Chairman shall have a second or casting vote. Any three members present and entitled to vote may require that a vote be taken by ballot should they be dissatisfied with the Chairman's determination of any vote taken by show of hands. 

iv. Subject as herein provided every member shall have one vote. 

v. Only fully paid up members of the association shall be entitled to vote and therefore attend any General Meeting. 

vi. No proxy votes shall be admitted. 

8. AMENDMENT OF CONSTITUTION 

Alterations and or amendments to the Constitution shall be made only at General Meetings of members and the details of the proposed change or changes shall be included in the notice of meeting. Such alterations and or amendments shall require the agreement of a majority vote of the members present and voting. In the case of equity of votes the Chairman shall have a second (or casting) vote. 

9. TERMINATION OF MEMBERSHIP 

The Council may, in its absolute discretion and by unanimous vote, terminate the membership of any member whom it believes to have acted in a manner detrimental to the Association, or its interest, or whom it considers unfit to be a member. The member under investigation must be given seven days clear notice by recorded post of such a meeting of the Association's Council. 

10. INDEMNITY 

All officers, Council members and sub-committee members, for the time being, who act on behalf of the Association, shall be entitled to indemnity out of the assets of the Association against all actions, costs, charges, losses, damage and expense which they may incur by any act done, concerned with or omitted in or about the execution of their duty in their respective offices or trust, except such - if any - as they may incur or sustain by or through their wilful default or neglect respectively. 

11. DISSOLUTION OF THE ASSOCIATION 

i. The Association may be dissolved at an Extraordinary Meeting specially called for the purpose under the rules applicable to the calling of such meetings. 

ii. The resolution of dissolution must be proposed and seconded and passed by a majority vote of those members who are present at the meeting and entitled to vote. In the case of equity of votes the Chairman shall have a second (or casting) vote. 

iii. In the event of its being decided to dissolve the Association, the surplus funds and effects (if any) shall be dealt with in such a manner as shall be prescribed in the special resolution by which such dissolution shall be decided. 

September 2011